UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549




                                    FORM 10-Q

(Mark one)
/ X /    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1997

                                       or

/  /     TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ______________ to _______________

                         Commission File Number 0-19824

                      Nutrition Management Services Company
                      -------------------------------------
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                      23-2095332
--------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

      Box 725, Kimberton Road, Kimberton, PA                    19442
   -----------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including  area code    (610) 935-2050
                                                    ----------------------------

                                       N/A
--------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if change
                               since last report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days Yes /X/ No / /.

2,750,628  Shares of Registrant's  Class A Common Stock,  with no par value, and
100,000  shares of  Registrant's  Class B Common Stock,  with no par value,  are
outstanding as of February 14, 1998.


<PAGE>
                                TABLE OF CONTENTS

Part I.         Financial Information                                  Page No.

                Consolidated Balance Sheets of
                December 31, 1997 (unaudited) and June 30,1997          2 - 3

                Consolidated Statements of Operations for the Three and
                Six Months Ended December 31, 1997 (unaudited) and
                1996 (unaudited)                                            4

                Consolidated Statements of Cash Flows for the
                Six Months Ended December 31, 1997 (unaudited)
                and 1996 (unaudited)                                        5

                Notes to Financial Statements                               6

                Management Discussion and Analysis of Financial Condition
                and Results of Operations                               7 - 8

Part II.        Other Information                                           9

                Signatures                                                 10





                                      - 1 -


<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                            December 31, June 30,
                                                                                              1997        1997
                                                                                              ----        ----
                                                                                                 (unaudited)
   Current assets:
<S>                                                                                     <C>               <C>          
   Cash and cash equivalents                                                            $      271,910    $   2,267,813
   Restricted Cash                                                                             913,762              ---
   Accounts receivable, net of allowance for doubtful
      accounts of $597,373 and $531,428, respectively.                                       5,459,382        5,900,572
   Unbilled  revenue                                                                           255,767          244,107
   Notes and leases receivable                                                                 157,953          202,124
   Advances to employees                                                                       299,778          281,026
   Deferred income taxes                                                                       664,108          599,000
    Inventory and Other                                                                        429,268          409,068
                                                                                            ----------     ------------
Total current assets                                                                         8,451,928        9,903,710
                                                                                            ----------     ------------

Property and equipment, net of accumulated depreciation of
    $1,229,327 and $969,175, respectively.                                                  10,486,661        8,143,131

Other assets:
   Restricted Cash                                                                               -----        1,096,076
   Long-term accounts receivable, net of allowance for doubtful
     accounts of  $93,062 and $57,509 , respectively.                                           15,262            50,815
   Investment in contracts, net of accumulated amortization of
    $1,458,959 and $1,278,561, respectively.                                                   262,529          427,928
   Deferred income taxes                                                                       230,555          233,000
   Lease receivable                                                                             78,976          157,952
   Deferred costs and other assets                                                             461,108          368,945
                                                                                        --------------    -------------

Total assets                                                                            $   19,987,019    $  20,381,557
                                                                                        ==============    =============
</TABLE>


            See Notes to Unaudited Consolidated Financial Statements

                                      - 2 -
<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                              December 31,      June 30,
                                                                                                1997              1997
                                                                                                ----              ----
                                                                                                   (unaudited)
 Current liabilities:
<S>                                                                                          <C>              <C>
     Accounts payable                                                                        $4,806,526       $ 4,322,662
     Accrued expenses                                                                           739,627           757,286
     Accrued payroll and related expenses                                                       412,009           460,898
     Accrued professional fees                                                                  207,185           392,012
     Current portion of long-term debt                                                          258,672           744,504
     Accrued income taxes                                                                       120,018           232,521
     Other                                                                                      288,591           193,453
                                                                                             ----------       -----------
Total current liabilities                                                                     6,832,628         7,103,336
                                                                                             ----------        ----------

Long-term debt, net of current portion
Other                                                                                         6,021,350         6,083,851
Total long-term liabilities                                                                    146,493            222,217
                                                                                           ------------       -----------
                                                                                             6,167,843          6,306,068
                                                                                            -----------        ----------
Commitments and Contingencies

Stockholders' equity:                                                                             -----             -----
     Undesignated preferred stock - no par, 2,000,000 shared authorized, none
     issued or outstanding.

     Common stock:                                                                                -----             -----
     Class A - no par, 10,000,000 shares authorized; 3,000,000 and 3,000,000
       issued, 2,750,628 and 2,797,665 outstanding, respectively.
     Class B - no par, 100,000 shares authorized, issued and outstanding.
     Retained earnings                                                                        3,801,926         3,801,926
                                                                                                     48                48
                                                                                              3,695,253         3,591,210
                                                                                              7,497,227         7,393,184
     Less:  treasury stock (Class A common: 249,372 and 202,335
       shares, respectively) - at cost
Total stockholders' equity
                                                                                             (  510,679)        ( 421,031)
                                                                                        ---------------      ------------
Total liabilities and stockholders' equity                                                    6,986,548        6,972,153
                                                                                        ---------------      ------------

                                                                                            $19,987,019       $20,381,557
                                                                                        ===============      ============
</TABLE>

            See Notes to Unaudited Consolidated Financial Statements

                                      - 3 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        Three months ended Six months ended
                                                                                  December 31, December 31,
                                                            1997                1996            1997                 1996
                                                            ----                ----            ----                 =---

<S>                                                     <C>                <C>               <C>                 <C>
Revenues                                                $9,421,397         $8,428,595        $18,549,778         $16,980,682

Operating costs and expenses
     Cost of services provided                           7,717,027          6,747,298         15,092,485          13,811,055
     General and administrative Exp.                     1,589,205          1,343,811         3,148,954            2,605,989
                                                        ----------        -----------       ------------         -----------


Income from operations                                     115,165            337,486            308,339             563,638

Other income
     Other income                                           37,409             63,645             93,477             140,181
     Interest expense                                     (101,371)           (70,434)          (170,269)           (146,710)
                                                        ----------        -----------        -----------         -----------

Income before income taxes                                  51,203            330,697            231,547             557,109
Provision for income taxes                                  32,433            156,272            127,505             258,191
                                                        ----------        -----------        -----------         -----------

Net income                                              $   18,770         $  174,425           $104,042             298,918
                                                        ==========        ===========        ===========         ===========

Basic & Diluted Earnings per common share               $     0.01         $     0.06        $      0.04         $      0.10
                                                        ==========        ===========        ===========         ===========

Weighted average share outstanding                       2,866,619          2,942,933          2,869,609           2,945,059
                                                         =========        ===========        ===========         ===========
</TABLE>

                                      - 4 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                 Six Months Ended December 31
                                                                                                1997                   1996

Operating activities:
<S>                                                                                          <C>                       <C>   
Net Income                                                                                    $104,042             $  298,918
Adjustment to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                                                             425,551                318,203
     Deferred income taxes                                                                     (62,663)                  ----
     Provision for doubtful accounts                                                           147,884                 90,000
     Amortization of unearned interest income                                                  (16,714)               (20,833)
Changes in assets and liabilities:
     Accounts receivable                                                                       328,859               (134,885)
     Notes receivable                                                                            4,546                678,812
     Prepaid expenses                                                                          (71,934)              (369,298)
     Inventory                                                                                 (51,636)               (49,123)
    Accrued Income Receivable                                                                  (11,660)               (37,260)
    Deferred Costs                                                                              84,259                105,468
    Accrued Expenses                                                                            35,258                 84,998
     Accounts payable                                                                          483,864               (887,921)
    Accrued/Prepaid income taxes                                                              (112,503)                72,189
     Other                                                                                     (25,894)               180,198
                                                                                          ------------           ------------
     Total adjustments                                                                       1,157,217                 30,548
                                                                                          ------------           ------------
Net cash provided by operating activities                                                    1,261,259                329,466
                                                                                          ------------           ------------

Investing activities:
Advances to employees and officers                                                             (18,752)                36,760
Payment of lease receivable                                                                     78,976                 68,520
Purchase of property and equipment                                                          (2,603,682)            (1,170,527)
                                                                                          ------------         --------------
Net cash  provided by investing activities                                                  (2,543,458)            (1,065.247)
                                                                                          ------------         --------------

Financing activities:
Proceeds of long-term debt                                                                        ----              2,551,956
Repayments of long term debt                                                                  (548,332)              (448,334)
Other                                                                                         (165,372)               (74,822)
                                                                                          ------------         --------------
Net cash (used in) financing activities                                                       (713,704)             2,028,800
                                                                                          ------------         --------------

     Net (decrease) in cash                                                                 (1,995,903)             1,293,019

Cash and cash equivalents at beginning of period                                             2,267,813              3,026,607
                                                                                          ------------         --------------

Cash and cash equivalents at end of period                                                    $271,910             $4,319,626
                                                                                          ============         ==============

Supplemental cash flow information:
     Interest paid                                                                            $170,089               $146,680
     Income taxes paid                                                                         $41,067               $184,034
</TABLE>


                                      - 5 -

<PAGE>
                      NUTRITION MANAGEMENT SERVICES COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1997


1.       Basis of Presentation The accompanying unaudited consolidated financial
         statements  were  prepared  in  accordance   with  generally   accepted
         accounting  principles for interim financial  information for quarterly
         reports  on  Form  10-Q  and,  therefore,  do  not  include  all of the
         information  and footnotes  required by generally  accepted  accounting
         principles for complete financial statements.  However, all adjustments
         which, in the opinion of management are necessary for fair presentation
         of the  financial  statements,  have  been  included.  The  results  of
         operations  for the  interim  periods  presented  are  not  necessarily
         indicative  of the results  which may be expected for the entire fiscal
         year ending June 30, 1998. The financial  information  presented should
         be read in conjunction  with the Company's  financial  statements which
         were filed under Form 10-K.

2.       Earnings Per Common Share
         Earnings  per common share  amounts are based on the  weighted  average
         number of shares of common stock  outstanding  during the three and six
         month  periods  ending  December 31, 1997 and 1996.  Stock  options and
         warrants  did not impact  earnings  per share each quarter as they were
         anti-dilutive.

         The Company adopted Financial Accounting Standards Board
         ["FASB"] Statement of Financial  Accounting Standards ["SFAS"] No. 128,
         "Earnings per Share", which was issued in February,  1997. SFAS No. 128
         simplifies  the Earnings  per Share  ["EPS"]  calculations  required by
         Accounting  Principles  Board  ["APB"]  opinion  No.  15,  and  related
         interpretations,  by replacing the  presentation  of primary EPS with a
         presentation  of basic EPS. SFAS No. 128 requires Dual  presentation of
         Basic and Diluted EPS by entities with complex capital structures.

         Basic EPS  includes  no dilution  and is  computed  by dividing  Income
         Available  to Common  Stockholders  by the  Weighted-Average  Number of
         Common  Shares  Outstanding  for the period.  Diluted EPS  reflects the
         potential dilution of securities that could share in the earnings of an
         entity,  similar to the fully  diluted  EPS of APB Opinion No. 15. SFAS
         No. 128 is effective for Financial Statements issued for periods ending
         after December 15, 1997, including interim periods.  When adopted, SFAS
         No. 128 will require restatement of all prior-period EPS data presented
         and  accordingly,   the  Company  Calculated   Earnings  Per  Share  in
         accordance  with FASB 128 and all  prior-period  EPS data was restated.
         There  was  no  material  effect  on The  Company  as a  result  of the
         restatement of prior periods.

3.       Litigation
         In the  normal  course of its  business,  the  Company  is  exposed  to
         asserted  and  unasserted  claims.  In the opinion of  management,  the
         resolution of these matters will not have a material  adverse effect on
         the Company's financial position, results of operations or cash flows.


                                      - 6 -

<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


         The following  discussion  and analysis  should be read in  conjunction
with the financial statements and note thereto.


Results of Operations

         Revenues for the quarter ended  December 31, 1997 were  $9,421,397,  an
increase  of  $992,802  or 11.8%  compared  to  revenues  of  $8,428,595  in the
corresponding  quarter  last  year.  Revenues  for the six  month  period  ended
December  31,1997 were $18,549,778 a increase of $1,569,096 and 9.2% compared to
the  corresponding  period in 1996. This increase is the result of new contracts
and  revenues  from  the  company's   Collegeville   Inn  &  Conference   Center
(Collegeville), which opened on September 14, 1997.

         Gross Profit for the current  quarter  amounted to $1,704,370 and 18.1%
of revenues for an increase of $23,073 and 1.4%,  compared to the second quarter
last year. For the six month period ended December  31,1997 Gross Profit totaled
$3,457,293  or 18.6% of revenue,  compared to  $3,167,627  or 18.7% for the same
period last year.

         General and administrative  expenses for the current quarter were 16.9%
of  revenue,  compared to 15.9% of revenue for the same  quarter  last year,  an
increase  of  $245,394  or  18.3%.  For the  six  month  period  ,  general  and
administrative  expenses  were 16.9% of revenue,  compared to 15.3% for the same
period  last  year.  The  increase  is the  result  of a  increase  in  overhead
associated  with the new operating  positions  added and additional  General and
Administrative  expenses  associated  with the  Collegeville  Inn  Training  and
conference center.

         Other income  (expense)  for the three month period  totaled  ($63,962)
compared to ($6,789)  for the same  period last year.  For the six months  ended
December 31,1997,  other income (expense) was ($76,792) compared to ($6,529) for
the  corresponding  period  last  year.  The  increase  in  interest  expense is
attributable  to  the  increased  debt,   including   $3,560,548  of  Industrial
Development  bonds issued in December 1996, used to finance  construction of the
Collegeville Inn.

         Net income  after taxes for the  quarter  ended  December  31, 1997 was
$18,770  compared to net income of $174,425 for the  corresponding  quarter last
year a decrease of 89.2%.  Earnings per share for the current quarter were $0.01
compared to $0.06 for the same quarter last year. For the six month period ended
December  31,1997,  net income was  $104,042 as  compared  to  $298,918  for the
corresponding  period last year a decrease of 65.2%.  Earnings per share for the
six month period were $.04 as compared to $.10 for the corresponding period last
year. Excluding Collegeville Inn, net income would have increased $ 195,871 over
the same  quarter last year , an increase of $0.07 per share or  112.3%.For  the
six month  period  net  income  would  have  increased  $231,468  or 77.4% for a
earnings per share of $0.18 compared to $0.10 for the same period last year.


                                      - 7 -

<PAGE>
Liquidity and Capital Resources

         At December 31, 1997 the Company had working capital of $1,619,300

         Operating  Activities.  Cash provided by operations  for the six months
ended  December  31,  1997 was  $1,261,259  compared  to  $329,466  provided  by
operations  for the six months ended  December 31, 1996. An decrease in accounts
receivable  of $328,859  and a increase in accounts  payable of  $483,864,  were
primarily responsible for the current quarter's activity.

         Investing Activities.  Investing activities consumed $2,543,458 in cash
in the current  quarter  compared  to  $1,065,247  in cash  consumed in the same
period last year.  Current year  investing  activities  included  $2,189,427  in
purchases of property and equipment at the Collegeville Inn & Conference Center.

         Financing  Activities.  Current quarter financing  activities  consumed
$713,704 in cash  compared to a  $2,028,800  increase in the same  quarter  last
year. Repayment of long term debt consumed approximately $548,332 in cash.

         Capital  Resources.  The Company has certain credit facilities with its
bank  including  a line of credit and three term loans.  The Company  issued two
series of Industrial  Development Bonds totaling $3,560,548 in December 1996. As
of December 31, 1997, the Company has approximately  $1,500,000 available on its
line of credit.  The Company is current with all its obligations to its Bank and
on its bonds and has met all financial covenants in its loan documents.

         A substantial  portion of the Company's revenues are dependent upon the
payment of its fees by  customer  healthcare  facilities,  which,  in turn,  are
dependent  upon  third-party  payers  such as state  governments,  Medicare  and
Medicaid. Delays in payment by third-party payers,  particularly state and local
governments, may lead to delays in collection of accounts receivable.

         The Company has no material commitments for capital expenditures (aside
from the Collegeville  Inn & Conference  Center) and believes that its cash from
operations,  existing  balances,  and available credit line are adequate for the
near term to satisfy the needs of its operations  and to fund continued  growth.
However,  if the need arose,  the Company would seek to obtain capital from such
sources as continuing debt financing or equity financing.

Forward Looking Statements

This form 10-Q contains forward-looking statements within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934,  as amended,  which are intended to be covered by the safe
harbors  created  thereby.  Investors  are  cautioned  that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
adequacy of the Company's cash from operations,  existing balances and available
credit line.  Although the Company believes that the assumptions  underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form  10-Q will  prove to be
accurate. In light of significant  uncertainties inherent in the forward-looking
statements  included  herein,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives and plans of the Company will be achieved.

                                      - 8 -

<PAGE>
                           PART II - OTHER INFORMATION


Item 1.          Legal Proceedings                                     None

Item 2.          Changes in Securities                                 None

Item 3.          Defaults Upon Senior Securities                       None

Item 4.          Submission of Matters to a Vote of Security Holders   None

Item 5.          Other Information                                     None

Item 6.          Exhibits and Reports on Form 8-K

                 (a)  Exhibits                27 -- Financial Data Schedule

                 (b)  Reports on Form 8-K                              None



                                      - 9 -
<PAGE>
                                   SIGNATURES


                   Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                    Nutrition Management Services Company


                                    /s/ Joseph V. Roberts
                                    -------------------------------------
                                    Joseph V. Roberts
                                    Chairman and Chief Executive Officer




                                    /s/ Ralph M. Van
                                    ------------------------------
                                    Ralph M. Van
                                    Controller



Date:  February 17, 1998





                                     - 10 -